PMHS 8-K
Polomar Health Services, Inc. (PMHS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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or other jurisdiction of incorporation) |
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File Number) |
(I.R.S.
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Registrant’s
telephone number, including area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Securities registered pursuant to Section 12(b) of the Act: none
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1.01 Entry into a Material Definitive Agreement.
Altanine Merger Agreement
On May 11, 2026, Polomar Health Services, Inc., a Nevada corporation (“Company”), and Altanine, Inc.(“Altanine”) pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization (“Merger Agreement”) dated July 23, 2025, as amended on October 8, 2025 agreed to waive certain conditions to closing and to modify Section 6.2(e) of the Merger Agreement as follows:
(i) pursuant to Section 6.1(d) of the Merger Agreement, that the S-4 Registration Statement shall have been declared effective under the Securities Act and shall not be the subject of any stop order;
(ii) pursuant to Section 6.1(e) of the Merger Agreement, that the NasdaqListing Application shall have been approved pursuant to Section 5.11 of the Merger Agreement;
(iii) pursuant to Section 6.3(b) of the Merger Agreement, that Parent and Merger Sub will have performed or complied with in all material respects all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time, including Section 5.12 of the Merger Agreement which provides that, at the Closing and subject to approval of the Nasdaq Listing Application, the Parent will use its best efforts to enter into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to Parent and the Company;
(iv) pursuant to Section 6.3(f) of the Merger Agreement, that the Parent shall have effected a reverse stock split in order to achieve a stock price of $10.00 per share prior to the closing; and
(v) pursuant to Section 6.3(g) of the Merger Agreement, that the Concurrent Financing shall have been completed.
Amendment to Section 6.2(e).
Pursuant to Section 8.9 of the Merger Agreement, the Parties hereby agree to amend Section 6.2(e) of the Merger Agreement in its entirety to read as follows:
“Notwithstanding anything to the contrary in this Agreement, the Company shall deliver to the other parties updated audited financial statements of the Company for the fiscal year ended December 31, 2025, together with the audited financial statements for the fiscal year ended December 31, 2024, in each case audited by a PCAOB-registered public accounting firm and prepared in accordance with U.S. GAAP and applicable SEC rules and regulations. Such audited financial statements shall be delivered prior to the Closing (or such later date as may be required to comply with applicable SEC rules and regulations) and shall be suitable for inclusion in filings with the U.S. Securities and Exchange Commission. “Pursuant to Section 8.9 of the Merger Agreement, among other things, at any time prior to the Effective Time, any Party may, with respect to any other Party, waive compliance with any of the Merger Agreements or conditions contained therein, if set forth in an instrument in writing signed by the Party or Parties to be bound.
For due and adequate consideration, the sufficiency of which is hereby acknowledged, and notwithstanding anything to the contrary in the Merger Agreement, the Parties hereby (a) waive each and all of the Waived Conditions, and the Parties hereby agree to promptly, subject to the satisfaction or waiver of the remaining closing conditions set forth in Article 6 of the Merger Agreement, consummate the transactions contemplated by the Merger Agreement and (b) acknowledge and agree that the applicable Party’s failure to complete the Waived Conditions in all cases will not trigger or violate any rights, obligations, covenants, or events of default in the Merger Agreement, and any such rights, obligations, covenants, or events of default are hereby irrevocably waived with respect to the Merger Agreement.
| 2 |
The foregoing summary of the Consent and Waiver Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consent and Waiver Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Amendment to Tierney Executive Employment Agreement
On May 12, 2026, the Company and its Chief Executive Officer, Terrence M. Tierney (“Tierney”), executed an amendment to that certain Executive Employment Agreement dated September 1, 2025, (the “First Amendment”). The First Amendment modifies or replaces certain terms of the Executive Employment Agreement as follows:
| 1. | Tierney agrees, upon closing of the proposed merger transaction between the Company and Altanine to immediately resign from his positions of CEO, President and Secretary of the Company and accept the position of Executive Vice President and Chief Operating Officer. | |
| 2. | Tierney agrees to retroactively, to the November 1, 2025, start date as defined in the Executive Employment Agreement, reduce his monthly salary base salary (“Base Salary”) to $19,000 subject to a $5,000 per month increase upon the Company meeting certain requirements. | |
| 3. | The annual bonus provision has been modified from a “target bonus” of 75% of the Base Salary to a discretionary bonus tied to key performance indicators. | |
| 4. | The Company shall grant to Tierney an additional 500,000 of nonqualified stock options. | |
| 5. | Severance payment for termination without cause or for good reason has been modified to four months of Base Salary plus a pro-rata amount of the previous year bonus. |
The foregoing summary of the First Amendment to the Executive Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
| 3 |
Item 8.01 Other Information
Consent to Allow Altanine to Grant a Security Interest
On May 11, 2026, the Company, pursuant to the terms of Article 4, Section 4.1(d) of the Merger Agreement, upon the written consent of a majority of the stockholders of the Company and the unanimous written consent of the Board of Directors of the Company, the Company has consented to allow Altanine to grant a security interest in all of the assets of its wholly owned subsidiary, Pinata Holdings, Inc. (“Pinata”) to CWR 1, LLC (“CWR 1”) pursuant to the terms of a modification of a certain note in effect between Altanine and CWR 1. The assets of Pinata include all of the patent claims, pending patents, future patents and other intangible assets held Pinata, Altanine further grants a security interest in all of the assets of Altanine, including all deposit accounts of Altanine.
CWR 1 is an affiliate of the Company and Altanine.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
| 10.1 | Consent and Waiver Agreement | |
| 10.2 | First Amendment to Tierney Executive Employment Agreement | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
| 4 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Polomar Health Services, Inc. | |
| /s/ Terrence M. Tierney | |
| Terrence M. Tierney | |
| President | |
| Date: May 15, 2026 |
| 5 |
Exhibit 10.1
POLOMAR HEALTH SERVICES, INC.
Consent and Waiver Letter
May 11, 2026
Altanine, Inc.
10940 Wilshire Blvd, Suite 1500
Los Angeles, CA 90024
Attn: Charles Andres, Jr., CEO ([email protected])
| Re: | Consent and Waiver |
Dear Mr. Andres:
Reference is made to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 23, 2025, by and between Polomar Health Services, Inc., a Nevada corporation (“Polomar” or the “Parent”), Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Polomar, and Altanine Inc., a Nevada corporation (“Altanine” or the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Merger Agreement.
Pursuant to the Merger Agreement, the obligations of each Party to effect the Merger and to consummate the transactions contemplated thereby are subject to the satisfaction at or prior to the Effective Time of the following conditions, among others (such following conditions, the “Waived Conditions”):
(i) pursuant to Section 6.1(d) of the Merger Agreement, that the S-4 Registration Statement shall have been declared effective under the Securities Act and shall not be the subject of any stop order;
(ii) pursuant to Section 6.1(e) of the Merger Agreement, that the Nasdaq Listing Application shall have been approved pursuant to Section 5.11 of the Merger Agreement;
(iii) pursuant to Section 6.3(b) of the Merger Agreement, that Parent will have performed or complied with in all material respects all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time, including Section 5.12 of the Merger Agreement which provides that, at the Closing and subject to approval of the Nasdaq Listing Application, the Parent will use its best efforts to enter into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to Parent and the Company;
(iv) pursuant to Section 6.3(f) of the Merger Agreement, that the Parent shall have effected a reverse stock split in order to achieve a stock price of $10.00 per share prior to the closing; and
(v) pursuant to Section 6.3(g) of the Merger Agreement, that the Concurrent Financing shall have been completed.
Pursuant to Section 8.9 of the Merger Agreement, among other things, at any time prior to the Effective Time, any Party may, with respect to any other Party, waive compliance with any of th Merger Agreements or conditions contained therein, if set forth in an instrument in writing signed by the Party or Parties to be bound.
For due and adequate consideration, the sufficiency of which is hereby acknowledged, and notwithstanding anything to the contrary in the Merger Agreement, the Parties hereby (a) waive each and all of the Waived Conditions, and the Parties hereby agree to promptly, subject to the satisfaction or waiver of the remaining closing conditions set forth in Article 6 of the Merger Agreement, consummate the transactions contemplated by the Merger Agreement and (b) acknowledge and agrees that the applicable Party’s failure to complete the Waived Conditions in all cases will not trigger or violate any rights, obligations, covenants, or events of default in the Merger Agreement, and any such rights, obligations, covenants, or events of default are hereby irrevocably waived with respect to the Merger Agreement.
This Consent and Waiver Letter is provided only in connection with the matters specifically provided herein, and is in no way deemed (a) a consent or waiver of any other rights under the Merger Agreement or (b) except as expressly provided for in this Consent and Waiver Letter, to waive or amend any other rights, obligations or provisions under the Merger Agreement, all of which shall remain in full force and effect.
This Consent and Waiver Letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Consent and Waiver Letter delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Consent and Waiver Letter.
| Very truly yours, | ||
| Polomar Health Services, Inc. | ||
| By: | /s/ Terrence M. Tierney | |
| Name: | Terrence M. Tierney | |
| Title: | CEO | |
Agreed to and Accepted this
11th day of May 2026
Altanine, Inc.
| By: | /s/ Charles Andres | |
| Name: | Charles Andres, Jr. | |
| Title: | CEO |
| Polomar Merger Sub, Inc. | ||
| By: | /s/ Terrence M. Tierney | |
| Name: | Terrence M. Tierney | |
| Title: | President | |
Exhibit 10.2
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to the EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”) is dated May 12, 2026 (the “Effective Date”) by and between Polomar Health Services, Inc. (the “Employer”) having an address at 32866 US Hwy. 19 N, Palm Harbor, FL 34684 and Terrence M. Tierney (the “Executive “) having an address at 245 E 54th Street, # 9S, New York, NY 10022. The Employer and Executive are collectively referred to herein as the “Parties”.
WHEREAS, the Parties entered into that certain EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated September 15, 2025, with a mutually agreed upon Start Date, as that term is defined in the Agreement, of November 1, 2025; and
WHEREAS, the Parties desire to amend certain provisions of the Agreement as more fully set forth hereinbelow; and
WHEREAS, as of the Effective Date of this First Amendment, the total amount of accrued Base Salary due to Executive is $72,961.51, (“Accrued Base Salary”); and
WHEREAS, Executive has adjusted the Accrued Base Salary pursuant to the amendment to paragraph 3(a) herein below.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this First Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Employer and Executive agree as follows:
1. Capitalized Terms. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
2. Paragraph 1(a) shall be modified to read in its entirety:
“The Employer agrees to employ the Executive “at will” pursuant to the terms of this Agreement and the Executive agrees to be so employed. Nothing in this Agreement is intended to create a promise or representation of continued employment or employment for a fixed period of time. The Employer and Executive agree that Executive will commence his employment with the Employer on November 1, 2025 (the “Start Date”).”
3. Paragraph 2 shall be amended to add the following paragraphs:
“h) Notwithstanding the foregoing, immediately upon closing of that certain merger between the Company and Altanine, Inc. (“Altanine”) Executive shall resign his positions of CEO, President and Secretary of the Company and be appointed Executive Vice President and Chief Operating Officer of the Company.”
“i) Upon closing of the merger between Company and Altanine the Executive shall assume the roles and responsibilities as assigned by the CEO and the Board of Directors of the Company.”
4. Paragraph 3 shall be amended as follows:
“a) Base Salary. In consideration for his work under the terms of this Agreement, the Employer shall pay to the Executive a base salary at a rate of $19,000 (Nineteen Thousand and 00/100 dollars) per month (“Base Salary”) in accordance with the regular payroll practices of the Employer and subject to such deductions and withholding as are required by law and otherwise elected by the Executive. If the Employment Term ends other than on the last day of a month the last salary payment shall be pro-rated based on the number of days in the month that have passed as of the date of termination. Upon the earlier of (a) the Company raising a minimum of five million dollars ($5,000,000) in new equity or (b) the Company completing an up-listing to any U.S. national (NASDAQ or NYSE) stock exchange, the Base Salary shall be increased to $24,000 (Twenty-four Thousand and 00/100 dollars) per month. Notwithstanding the foregoing, commencing on July 1, 2026, any then accrued Base Salary shall be paid to Executive in equal installments of two-thousand five hundred dollars ($2,500.00) per pay period until paid in full unless otherwise accelerated or extended pursuant to mutual written agreement of the Parties hereto.
b) Bonus. Executive will be eligible to receive an annual discretionary cash bonus each fiscal year of employment as determined in accordance with key performance indicators set by the Board of Directors of the Company and the Company’s annual incentive plan, if any, as in effect from time to time and as approved by the Company (the “Annual Bonus”). The actual amount of any Annual Bonus shall depend on the level of achievement of the applicable performance criteria established with respect to the Annual Bonus.
d) Grant of Options: The Executive shall receive a nonqualified stock option to purchase up to five hundred thousand (500,000) shares of the Company’s common stock commencing on the Start Date (“Initial Grant”). The term of the Initial Grant shall be ten (10) years. The exercise price of the options comprising the Initial Grant shall be the 90-day Trailing Average Closing Stock Price plus 10% of the Company’s common stock on the Start Date of this Agreement (calculated as $0.26per share). The Exercise Price shall be subject to to any stock splits. The terms of this grant shall be subject to and governed by a stock option agreement (the “Award Agreement”) between Executive and the Company.
On the first anniversary of the Start Date (“Grant Date”) the Company shall grant to Executive an additional five hundred thousand (500,000) nonqualified stock options (“Additional Grant”). The term of the Additional Grant shall be ten (10) years. The exercise price of the options comprising the Additional Grant shall be the 90-day Trailing Average Closing Stock Price plus 10% of the Company’s common stock for the ninety-day period immediately preceding the Grant Date. The terms of this grant shall be subject to and governed by a stock option agreement (the “Award Agreement”) between Executive and the Company.
On the second anniversary of the Start Date (“Second Grant Date”) the Company shall grant to Executive an additional five hundred thousand (500,000) nonqualified stock options (“Second Additional Grant”). The term of the Additional Grant shall be ten (10) years. The exercise price of the options comprising the Additional Grant shall be the 90-day Trailing Average Closing Stock Price plus 10% of the Company’s common stock for the ninety-day period immediately preceding the Second Grant Date. The terms of this grant shall be subject to and governed by a stock option agreement (the “Award Agreement”) between Executive and the Company.
e) Vesting Terms. Twenty-five percent (25%) of the options comprising the Initial Grant shall vest on the Start Date with the remaining options vesting ratably in equal installments over a thirty-six (36) month period on the first day of each calendar month, unless sooner accelerated as provided herein with the first such vesting date occurring on the first day of the first complete calendar month immediately after the Start Date and continuing on each first day of each month thereafter. Twenty-five percent (25%) of the options comprising the Additional Grant shall vest on the Grant Date with the remaining options vesting ratably in equal installments over a twenty-four (24) month period on the first day of each calendar month, unless sooner accelerated as provided herein with the first such vesting date occurring on the first day of the first complete calendar month immediately after the Grant Date and continuing on each first day of each month thereafter. Twenty-five percent (25%) of the options comprising the Second Additional Grant shall vest on the Second Grant Date with the remaining options vesting ratably in equal installments over a twenty-four (24) month period on the first day of each calendar month, unless sooner accelerated as provided herein with the first such vesting date occurring on the first day of the first complete calendar month immediately after the Grant Date and continuing on each first day of each
month thereafter.”
5. The Parties hereto agree that 100,000 shares of the Company’s common stock are due and issuable to the Executive pursuant to the paragraph 3(c) of the Agreement and are fully vested as of the Effective Date hereof.
6. Paragraph 4(b). Paragraph 4(b) of the Agreement shall be amended to read as follows in its entirety:
“In the event the Term is terminated by the Employer without Cause, or because Executive resigns for Good Reason, then: (i) the Employer shall provide the Executive with the Accrued Amounts; (ii) of any unvested portion of the Initial Grant, (iii) of any unvested portion of the Additional Grant (provided the Additional Grant has been awarded pursuant to the terms hereinabove), and (iv) of any unvested portion of the Second Additional Grant (provided the Additional Grant has been awarded pursuant to the terms hereinabove) shall immediately vest and (v) upon Employer’s receipt of the Release, Employer shall pay to Executive the lump sum equal to (vi) four (4) months of Base Salary together with an amount equal to the Annual Bonus paid in the year immediately prior to termination, prorated as a percentage, where the numerator is the numerical day of the calendar year and the denominator is 365 (“Termination Payment”). In addition to the Termination Payment, if Executive makes a timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, the Employer shall pay to Executive in a lump sum within thirty (30) days after such election is made an amount equal to four (4) months of the portion of premiums for Executive’s group health insurance coverage, including coverage for any of Executive’s eligible dependents, but only if the Executive is covered under the Company’s group health insurance plan at the time of termination. Payment of the Termination Payment together with the continued vesting of the Initial Grant, Additional Grant (if applicable) or Second Additional Grant (if applicable) after group health plan termination are subject to the Executive’s execution of a release of claims in favor of the Employer, its affiliates, and its respective officers and directors, in the form annexed hereto as Exhibit “A” (the “Release”) and such Release becoming effective within thirty (30) days following the termination date (such 30-day period, the “Release Execution Period”). The payment of the Termination Payment and the vesting of the Initial Grant, the Additional Grant sand the Second Additional Grant shall take place after any revocation period in the Release has expired and shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminated.”
7. Paragraph 4(c). Paragraph 4(c) of the Agreement shall not apply to any transaction with Altanine, Inc. that shall result in a merger, acquisition or other business combination that may be deemed a “Change in Control” as that term is defined in the Agreement. Notwithstanding the foregoing the provisions of paragraph 4(c) shall remain in full force and effect for any other future transaction that may result in a “Change in Control” unless otherwise waived by the Executive.
8. Paragraph 4(e)(ii). Paragraph 4(e)(ii) shall be amended to read in its entirety:
“(ii) a relocation of Executive’s principal place of employment, as defined in Paragraph 3(i) of this agreement to a location more than twenty-five (25) radius miles from the principal place of employment prior to such relocation”
9. Paragraph 4(e)(iv). Paragraph 4(e)(iv) shall be amended to read in its entirety:
“(iv) Executive acknowledges that upon closing of a certain merger with Altanine, Inc. (the “Altanine Merger”), the Executive shall immediately resign as the President and Chief Executive Officer of the Employer and shall immediately be appointed to the positions of Executive Vice President and Chief Operating Officer of the Employer. The Executive acknowledges and agrees that the foregoing does not constitute a “Good Reason” for Executive to terminate his employment with the Employer.
Notwithstanding the foregoing, any future change(s) in title (other than a change in title deemed by the Board of Directors to be a promotion or a mutually agreed upon change in title) or a material reduction in the then-effective responsibilities of the Executive shall be “Good Reason” for Executive to terminate his employment with the Company and trigger the remedies available to Executive in paragraph 4(b) of the Agreement.”
10. Entire Agreement; Amendments and Waivers. This First Amendment constitutes the full and entire understanding and agreement between the parties with regards to the subjects hereof and thereof. Any term of this First Amendment may be amended, and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Borrower and the Lender. Any waiver of amendment effected in accordance with this Section shall be binding upon either party’s successors or assigns.
11. Governing Law; Waiver of Jury Trial. This First Amendment shall be governed by and construed under the laws of the State of New York, without regard to its conflict of laws principals. EACH OF THE EXECUTIVE AND THE EMPLOYER HEREBY CONSENT TO THE JURISDICTION OF ANY COURT LOCATED IN NEW YORK, NEW YORK, WAIVE ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST ANY OF THEM IN SUCH FORUM AS PROVIDED ABOVE AND AGREE NOT TO ASSERT ANY DEFENSE BASED ON LACK OR JURISDICTION OR VENUE IN SUCH FORUM.
TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS FIRST AMENDMENT.
Signatures shall appear on following page
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| POLOMAR HEALTH SERVICES, INC. | ||
| /s/ David Spiegel | ||
| By: | David Spiegel | |
| Its: | Director (Chair-Compensation Committee) | |
| /s/ Gabriel Del Virginia | ||
| By: | Gabriel Del Virginia | |
| Its: | Director | |
| EXECUTIVE | ||
| /s/ Terrence M. Tierney | ||
| By: | Terrence M. Tierney | |